Beta This part of GOV.UK is being rebuilt – find out what this means

HMRC internal manual

Senior Accounting Officer Guidance

From
HM Revenue & Customs
Updated
, see all updates

What is a qualifying company: conditions for a qualifying company: a UK incorporated company

A company must satisfy certain conditions to be a qualifying company, see SAOG11210.

The first condition is that it must be a company incorporated in the UK in accordance with the Companies Act 2006 for the financial year. This has three elements.

A company

An entity must be a company, so for example, entities that do not meet this condition are

  • Partnerships (Limited Liability Partnerships or LLPs, Limited Liability Companies or LLCs and general partnerships )
  • Crown Estates and
  • Public Bodies.
     

However these entities may own companies that do meet this condition. Any such companies should consider whether they meet all the qualifying company conditions for Senior Accounting Officer purposes.

Incorporated in the UK

A company must be incorporated in the UK. A company that is incorporated anywhere outside the UK does not meet this condition.

Note that it is the place of incorporation and not the place of ultimate ownership, permanent establishment or trade that is important. So

  • a company that is incorporated in the UK but

    • is a subsidiary of a foreign company or
    • has foreign branches or
    • claims that it is not UK resident

does meet this condition.

  • a company that is incorporated outside the UK but

    • trades in the UK
    • has permanent establishments in the UK or
    • is UK resident by virtue of central management and control or
    • is a controlled foreign company
       

does not meet this condition.

In accordance with the Companies Act 2006

A company that is incorporated in the UK must be incorporated in accordance with the Companies Act 2006. So, for example, even though they are incorporated in the UK,

  • industrial and provident societies incorporated under the Industrial and Provident Societies Act 1985 and
  • building societies incorporated under the Building Societies Act 1986
     

do not meet this condition.